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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Options (right to buy) | $ 32.63 | 10/30/2008 | D(2) | 8,000 | (3) | 05/04/2014 | Common Stock | 8,000 | $ 0 | 0 | D | ||||
Common Stock Options (right to buy) | $ 39.66 | 10/30/2008 | D(2) | 9,000 (4) | (3) | 05/09/2015 | Common Stock | 9,000 | $ 0 | 0 | D | ||||
Common Stock Options (right to buy) | $ 49.98 | 10/30/2008 | D(2) | 6,000 | (5) | 07/05/2016 | Common Stock | 6,000 | $ 0 | 0 | D | ||||
Common Stock Options (right to buy) | $ 52.11 | 10/30/2008 | D(2) | 6,000 | (6) | 02/01/2017 | Common Stock | 6,000 | $ 0 | 0 | D | ||||
Common Stock Options (right to buy) | $ 52.56 | 10/30/2008 | D(2) | 6,000 | (7) | 05/08/2018 | Common Stock | 6,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MACCALLUM DAVID H C/O VITAL SIGNS, INC 20 CAMPUS RD TOTOWA, NJ 07512 |
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/s/ David H. MacCallum, By: Laura R. Kuntz, Esq., Attorney-in-Fact | 10/30/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated July 23, 2008 by and among General Electric Company, Tonic Acquisition Corp and Vital Signs, Inc. (the "Company"), at the Effective Time (as defined in the Merger Agreement), each share of the Company's common stock issued and outstanding was automatically converted into the right to receive $74.50 in cash, without interest (the "Merger Consideration"). |
(2) | Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase the Company's common stock ("Company Stock Option"), whether or not then vested or exercisable, was cancelled and terminated and converted into the right to receive an amount of cash equal to the excess of the Merger Consideration over the exercise price of such Company Stock Option, multiplied by the number of shares of common stock covered by such Company Stock Option less applicable taxes required to be withheld. |
(3) | 50 percent of the options are exercisable immediately and an additional 25 percent of the options are exercisable on each of the first and second anniversary of the grant. |
(4) | These options were reported in the Schedule 14A filed with the Securities and Exchange Commission on April 3, 2006. |
(5) | These options vest in 25 percent installments beginning one year from the date of grant. |
(6) | These options vest in four equal annual installments beginning one year from the date of grant. |
(7) | These options vest in four equal annual installments starting on May 8, 2009. |